Mergers & Acquisitions

  • October 11, 2019

    DLA Piper Ousts Bigwig Accused Of Sexual Assault

    DLA Piper cut ties with the co-head of its U.S. emerging growth and venture capital practice Friday, a little over a week after a female partner told the U.S. Equal Employment Opportunity Commission that he sexually assaulted her and the firm retaliated against her when she complained.  

  • October 11, 2019

    Chancery Lets 1 Claim Survive In $40M Sporting Co. Sale Suit

    The Delaware Chancery Court dismissed all but one of six counts Friday in a suit accusing majority investors in a sporting and fitness goods manufacturer of unfairly pushing through a $40 million company sale that left the minority, including the company’s two founders, with nothing.

  • October 11, 2019

    After Mississippi Exit, AGs' T-Mobile Suit May Dwindle

    The coalition of 18 state attorneys general suing to block the Sprint-T-Mobile merger showed signs of splintering when Mississippi departed the lawsuit, raising the possibility that other rural states will also strike deals securing additional mobile coverage commitments and cementing their support for the merger.

  • October 11, 2019

    Baker & McKenzie Guides Deal Valuing Metro China At $2.1B

    German retailer Metro said Friday it will sell a majority stake in its Chinese operations to Wumei Technology Group with help from Baker & McKenzie LLP in a deal that values Metro China at about €1.9 billion ($2.1 billion).

  • October 11, 2019

    Don't Miss It: Latham, Cooley Guide Week's Hot Deals

    With so much mergers and acquisitions news this week, you may have missed several deals announced in recent days helmed by firms such as Latham & Watkins and Cooley. Here, Law360 recaps the ones you might have missed.

  • October 11, 2019

    UK Watchdog Opens Probe Into Stonegate's £1.3B Pub Tie-Up

    The United Kingdom’s antitrust authority said Friday that it will investigate whether Stonegate Pub Company’s £1.27 billion ($1.42 billion) buy of rival pub operator Ei Group will hurt competition in Britain.

  • October 11, 2019

    Taxation With Representation: Latham, Covington, Vinson

    In this week's Taxation With Representation, Hess Midstream Partners buys Hess Infrastructure Partners for $6.2 billion, UCB acquires biotech company Ra Pharma for $2.1 billion, and a Shiseido subsidiary makes a $845 million deal for a skincare line.

  • October 11, 2019

    Abrams, Olshan Draw Guff For $22M Fee Bid On $47M Deal

    Abrams & Bayliss and Olshan Frome Wolosky faced pushback Thursday on a $22 million fee bid for brokering a potential $47 million deal on behalf of a putative class of investors challenging Medley Capital Corp.'s proposed tie-up with Sierra Income Corp., as the defendants cast doubt that the deal is worth that much.

  • October 11, 2019

    Delaware Courts Further Shape MFW, Appraisals In Q3

    The Delaware judiciary in the third quarter of 2019 set the stage for a broadening of MFW protections outside controller-led transactions and further honed its approach to appraisal actions.

  • October 11, 2019

    3 Firms Guide €1.5B Mexican Toll Route Sale

    Toll road management company Albertis said Friday that it has agreed to buy a majority stake in Mexican competitor Red de Carreteras de Occidente, which operates a route that includes Mexico City and Guadalajara, for roughly €1.5 billion ($1.7 billion) in a deal that saw Fried Frank and Rico Robles Libenson y Bernal advise the sellers.

  • October 10, 2019

    Dershowitz Says TransPerfect Case Too Tangled To Sanction

    High-profile attorney Alan Dershowitz told Delaware's Chancery Court on Thursday that payment disputes between TransPerfect Global Inc.'s founder and a court-appointed custodian are too tangled and murky to support the custodian's call for hefty sanctions over unpaid bills and an allegedly frivolous lawsuit.

  • October 10, 2019

    Kessler Topaz, Prickett Jones Want In On Medley Fees

    An investor told the Delaware Chancery Court Thursday his counsel at Kessler Topaz and Prickett Jones are entitled to about $440,000 in legal costs for their help brokering an estimated $47 million deal on behalf of a putative investor class that challenged Medley Capital Corp.'s proposed complex merger with Sierra Income Corp., while also questioning the co-lead counsel's $22 million fee bid.

  • October 10, 2019

    Fed. Circ. Tosses Power Integrations IPRs After Merger

    The Federal Circuit on Thursday vacated two Patent Trial and Appeal Board decisions chipping away at Power Integrations’ patents, saying a related decision this spring rendered ON Semiconductor unable to request such inter partes reviews.

  • October 10, 2019

    Hold Off On Sprint/T-Mobile Deal, States Urge DC Judge

    More than a dozen states challenging T-Mobile’s planned $56 billion Sprint merger are urging a D.C. federal judge to wait until their suit is resolved before deciding on approval of a U.S. Department of Justice settlement with the mobile giants to avoid interfering in the states’ case.

  • October 10, 2019

    JP Morgan Fees Center Stage In Del. Suit Over $3.2B Oil Deal

    Callon Petroleum Co. investors launched a Chancery Court suit late Wednesday over a proposed $3.2 billion all-stock acquisition of Carrizo Oil & Gas Inc., accusing Callon of failing to disclose financial adviser J.P. Morgan Securities LLC's potential gains from work on an associated $2.5 billion financing.

  • October 10, 2019

    Deals Rumor Mill: Postmates, Exxon Mobil, Armacell

    Online food and goods delivery startup Postmates is postponing plans for a more than $2 billion initial public offering because of market conditions, Exxon is considering a sale of $3 billion worth of Malaysian offshore assets, and private equity-backed Armacell could sell for up to $1.65 billion. Here, Law360 breaks down these and other deal rumors from the past week.

  • October 10, 2019

    Construction Cos. Fight Sanctions Bid Over Email Deletion

    A group of construction companies’ deletion of old emails was part of a pre-existing document retention policy, not an effort to destroy evidence, the companies and their executives told a Wisconsin federal court in a bid to avoid sanctions.

  • October 10, 2019

    Sears Hometown Investors Say Lampert Engineered Bad Deal

    Sears Hometown and Outlet Stores investors have filed a proposed class action in Delaware Chancery Court accusing controlling shareholder and former Sears CEO Edward S. Lampert of a yearslong effort to strip value from the retailer to buy out its remaining shares at an unfairly low price.

  • October 10, 2019

    Dish Won't Save T-Mobile-Sprint Deal, Economists Tell DOJ

    A group of economists Thursday accused the U.S. Department of Justice's Antitrust Division of shirking its principles by clearing T-Mobile's purchase of Sprint conditioned on a divestiture to Dish they say has little chance of preserving competition.

  • October 10, 2019

    EdgeMarc Energy Has No Path Forward With Ch. 11

    EdgeMarc Energy's unsecured creditors have asked to convert the case to a Chapter 7 liquidation, accusing the debtor of simply drifting along after an asset sale brought in $50 million in August, and failing to pursue valid claims against a pipeline company and its own secured creditors.

  • October 10, 2019

    3 Firms Guide Medical Billing Co. Deal Worth Up To $300M

    Mednax has agreed to sell Ohio-based medical billing service MedData to private equity firm Frazier Healthcare Partners for up to $300 million, the companies said Thursday, in a deal guided by Cleary Gottlieb, McDermott Will & Emery and Goodwin Procter.

  • October 10, 2019

    Covington & Burling, Latham Lead UCB's $2B Ra Pharma Buy

    Belgium's UCB, advised by Covington & Burling, unveiled plans Thursday to snap up Latham & Watkins-led clinical stage biotech company Ra Pharma in a $2.1 billion deal, as UCB looks to bolster its potential in the rare disease space.

  • October 09, 2019

    Strine Calls For Sweeping Corporate Overhaul As Term Wanes

    With only a few weeks left in an eventful two decades on the nationally important Delaware bench, retiring Chief Justice Leo E. Strine Jr. has called for a sweeping overhaul of American corporate governance, aimed at countering what he sees as failures to expand long-term investment, sustainable business practices and fair sharing of gains with workers.

  • October 09, 2019

    Cannabis-Focused Blank Check Co. Merida Files $100M IPO

    Cannabis-focused blank check company Merida Merger filed plans Wednesday for a $100 million initial public offering in the U.S. and Canada with guidance from Graubard Miller and Fasken Martineau.

  • October 09, 2019

    AT&T To Sell Puerto Rico, Virgin Islands Biz For $1.95B

    AT&T, which recently came under fire from an activist investor, said Wednesday it is continuing a string of divestitures with a $1.95 billion sale of its operations in Puerto Rico and the U.S. Virgin Islands to Liberty Latin America.

Expert Analysis

  • How Emotionally Intelligent AI Could Assist With E-Discovery

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    While artificial intelligence has already revolutionized the e-discovery field, the development of emotionally intelligent AI promises to explore data in an even more nuanced and human way, thereby further reducing the burden on legal teams, say Lisa Prowse and Brian Schrader at e-discovery services provider BIA.

  • 4 Potential Structuring Options For BVI Acquisitions

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    While onshore M&A procedures are often cumbersome and time-consuming, the British Virgin Islands offer a range of flexible yet familiar structuring options for facilitating takeover transactions, says Rebecca Jack of Appleby.

  • PayPal Case Illustrates Difficulty Of Avoiding CMA Penalties

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    The U.K. Competition and Markets Authority's recent fine against PayPal for violating U.K. merger control rules — despite the company's attempts to put safeguards in place — demonstrates how rigid the CMA can be when it comes to initial enforcement orders, say attorneys at Fried Frank.

  • Rebuttal

    Data Pinpoints Expert Valuation Differences In Del. Appraisals

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    A recent Law360 guest article called on experts in appraisal proceedings to present valuations closer to deal price, but an examination of 20 cases involving disinterested transactions of public targets indicates this call to action is more apt for petitioner valuations than those of respondents, says Michael Cliff at Analysis Group.

  • Chinese Acquisitions Even More Uncertain In New CFIUS Era

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    While hostility toward Chinese-led investment in U.S. companies is not new, the proposal expanding the Committee on Foreign Investment in the United States' authority to scrutinize such deals casts further doubt over how many inbound Chinese investments in the U.S. will actually close, says Jing Zhao at Saul Ewing.

  • 3 Key Issues In Private Equity Add-On Deals

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    Private equity add-on acquisitions have increased every year since 2013. In this brief video, Eric Schwartzman at Cooley explains the unique issues that such deals introduce for buyers, sellers and their advisers.

  • Preventable Risks Your Law Firm May Be Overlooking

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    Although most lawyers are well-prepared to defend or justify the value of an insurance claim for clients, often law firms have not clearly identified their own potential liabilities, planned for adequate insurance or established prudent internal risk management practices, says Victor Sordillo at Sompo International.

  • 6 Ethics Tips For Attorneys Making Lateral Transfers

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    With lateral transfers between law firms on the rise, it is more important than ever for partners to understand the steps they must take to adhere to ethics rules and other requirements when making a transition, say attorneys at Harris Wiltshire.

  • Rebuttal

    Mutual Funds Should Consider Shareholder Litigation

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    A recent Law360 guest article attempts to dissuade mutual funds from engaging in shareholder litigation, but it ignores the practical realities of how, under the right circumstances, it often makes sense for mutual funds to participate, say attorneys at Labaton Sucharow.

  • Cybersecurity Issues To Consider In Oil And Gas M&A

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    Cybersecurity is a key risk factor in mergers and acquisitions generally, but executives and directors contemplating an acquisition in the oil and gas sector must note the industry's unique cybersecurity challenges in order to properly assess transaction risks and value target companies, say attorneys at Skadden.

  • Merger Review Takeaways From New Hart-Scott-Rodino Data

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    The recently released Hart-Scott-Rodino annual report confirms that the issuance of a second request has a high correlation with the federal agencies' challenging a proposed transaction or the parties abandoning a transaction. Attorneys at Norton Rose analyze current as well as historical data and share strategies for parties to prepare for antitrust review.

  • Consider The Power Of Tactical Empathy

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    By employing tactical empathy techniques to understand the interests behind the positions taken by others, attorneys can gain the upper hand in deal negotiations and litigation while still promoting and preserving long-term relationships with opponents, judges and others, say Shermin Kruse of TEDxYouth@Wrigleyville and Ursula Taylor of Strategic Health.

  • The Problem — And Opportunity — Of Implicit Bias In The Bar

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    Law firms are beginning to recognize implicit bias as a problem. But too few recognize that it is also an opportunity to broaden our thinking and become better legal problem solvers, says Daniel Karon of Karon LLC.

  • Series

    Judging A Book: Thapar Reviews Gorsuch's 'A Republic'

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    U.S. Supreme Court Justice Neil Gorsuch's new book "A Republic, If You Can Keep It" offers hope for our constitutional system through stories of American greatness, and sheds much-needed light on originalism for skeptics, says Sixth Circuit Judge Amul Thapar.

  • Tax Factors To Consider In PE Purchase Price Negotiations

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    Parties to a private equity transaction take into account a number of factors to arrive at the purchase price. In this brief video, Eric Schwartzman and Alexander Lee of Cooley discuss tax considerations, including post-closing liabilities and indemnities, that should always be part of price negotiations.